Torys LLP
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Transactions and Cases

Pizza Pizza completes C$70 million acquisition of Pizza 73 

Torys represented Pizza Pizza Royalty Income Fund and Pizza Pizza Limited in the acquisition, private placement and offering, working with Dan Vukovich, General Counsel, Pizza Pizza Limited. Torys' team included James Scarlett, Glen Johnson, Wendy Kennish, Peter Bryce, David Ho, Stephen Jaggers and Mary Thomas-Nagel (corporate and securities); Corrado Cardarelli and Richard Johnson (tax); Amanda Balasubramanian, Natasha De Cicco and Jennifer Manning (lending); Eric Boehm and Joanne Nardi (intellectual property); Tara Sastri (pension and employment); and Katharine Alexander-Carew (real estate).

On July 24, 2007, Pizza Pizza Royalty Income Fund (TSX: PZA.UN) and Pizza Pizza Limited completed the acquisition of Flying Pizza 73 Inc. and its affiliated companies for a combined purchase price of C$70.25 million. The transaction included the fund's (through Pizza Pizza Royalty LP) C$54.04 million acquisition of Pizza 73's trademarks and other intellectual property assets, and the C$16.21 million acquisition of Pizza 73's operating business. Also in connection with the transaction, the fund issued a C$23.8 million offering of subscription receipts on July 5, 2007. Concurrent with the closing of the acquisition, Pizza Pizza Royalty LP entered into a credit facility co-led by BMO Bank of Montreal and Toronto-Dominion Bank. In addition, Michael Overs, indirectly, and the Pizza 73 vendors, acquired 766,392 units on a private placement basis for total proceeds to the fund of approximately C$7 million. Pizza Pizza, based in Toronto, is Ontario's leading pizza retailer, with 532 restaurant locations, predominantly in Ontario and Quebec. Pizza 73, based in Edmonton, is a leading quick-service restaurant pizza retailer. Further information is found on Pizza Pizza's website.